**BALTIA AIR LINES. INC.

BYLAWS**

**ARTICLE I
Definition and Role of Bylaws**

Bylaws of Baltia Air Lines, Inc. ("Baltia", "Corporation" or
"Company")are laws established, by persons ("Shareholders") who own
authorized and outstanding common shares of Baltia, to govern the
Corporation as to: (i) the Corporation's purpose, philosophy and
status, (ii) origin and delegation of authority, (iii) Company
structure and (iv) Company policies and procedures. Except where
directed otherwise by court, the Directors of the Board and the
President are charged by the Stockholders to follow and uphold the
Bylaws. All persons in the employ of, or representing the Corporation,
must comply with the letter and intent of the Bylaws. All Company
actions and documents must be in accordance with the letter and intent
of the Bylaws. No policy or procedure may contradict, circumvent, or
dilute the intent of the Bylaws. The Board of Directors ("Board")is
charged with the legal interpretation of the Bylaws. The Bylaws may be
changed or amended only by the Absolute Majority Shareholder Action(1) or
by Board Action subject to prior written consent of the Company's
founder.

**ARTICLE II**

**Corporation's Purpose and Role in Society**

The Corporation exists and operates for the benefit of its Shareholders.
Because Baltia is an airline its purpose is to provide public high
quality air transportation on an efficient basis in order:(i)to make
profit for the Shareholders and (ii) to make the Corporation appreciate
in value and stability over time. An airline is a business and it does
not exist for the fun of flying airplanes, guaranteeing jobs, or
correcting social inequities.

For reasons of decency and practicality, the Corporation has a stake in
the well being of its employees and the society in which it operates.
However, the Corporation and the profit it generates belong to the
Shareholders. The Corporation contributes to the society's health
through its good and enduring business practices.

**ARTICLE III
Foundation of Corporate Philosophy**

The Corporation's Philosophy is based on: (i) Western culture, (ii)
capable and responsible managers. and (iii) quality personnel in all
company positions. The Corporation's philosophy is non-politicized and
non-religious.

(i) Western Culture.    Baltia is a U.S. airline and adopts the best
values from Western culture. The Corporation's philosophy is based on
select principles which are common to all civilized and decent people
irrespective of one's origin or religion: (i) loyalty and reliability,
(ii) individual respect and responsibility, (iii) rational common sense
over generalizations and customs, (iv) basic decency and common good
over serf-aristocrat society, (v) stewardship (caring for the fellow
beings and responsible use of resources at one's disposal) over
indifference, and (v) civilized attitude and attire. The Corporation
details the requirements in its policy manuals.

(i) Capable and Responsible Managers.    The Corporation's standard for
management is best stated as follows: "A   bank does not fail because
tellers made mistakes. A bank fails because of poor management."   In
order to prevent the perpetuity of poor managers, any form of tenure
which includes individual employment contracts is prohibited at Baltia.
Starting with the Chairman & President, any manager or employee can be
discharged on a moments notice without any further obligation.

*(ii) High Quality Personnel at All Levels.*  The Shareholders disagree
with the old tradition that the lower a position is on the ladder of the
corporation's organizational diagram the lower the quality requirements
for the persons filling those positions. The primary factor in the
Corporation's success and long-term endurance depends on the quality of
its employees at all levels, but especially at the front line level. The
Shareholders mandate that the Corporation hire and retain only the
highest quality personnel that its money can buy. The levels of
subordination in the Corporation's organizational diagram are for
controlling the organization and separating responsibilities. The
Shareholders adopt the motto of the United States "E Pluribus Unum",
"out of many, one", for the Company organization.

****  **ARTICLE IV
Corporate Status**

*1. US Flag Carrier. Notice to Foreign Investors and Lenders*.  Baltia
Air Lines, Inc. is an airline of the United States of America. Baltia
shall maintain its U.S. nationality as defined in Title 49 of the United
States Code, Section 40102(a)(15) (the "Statute"), which specifies that
the President and two thirds of the Board and other managing officers be
U.S. citizens and that at least 75% of the outstanding voting stock be
owned by U.S. citizens. The Statute is interpreted by the U.S.
Department of Transportation (DOT) to mean that the airline must
actually be controlled by U.S. citizens.

In order not to jeopardize Baltia's status as a U.S. flag carrier
through inadvertent or unauthorized sale of securities (in private or
public market), the Secretary is hereby authorized and directed to stop
any stock transactions that would raise the percentage of foreign owned
shares above 9% of the total outstanding voting stock. Unless directed
otherwise by the Board in writing, no transaction may be authorized
which would reach or exceed the 25% foreign ownership limit specified by
the Statute. The Corporation's Stock Transfer Agent and Registrar
("Transfer Agent") shall monitor and implement the Corporation's stock
transfer limitations on foreign investment. Prospective foreign
investors or lenders interested in acquiring shares, or any other
financial instrument which might be construed as foreign influence, must
first obtain a written clearance from the Secretary.  Any inadvertent
disqualifying transaction shall be null and void from the beginning. Any
losses that may arise from an aborted or nullified transaction shall be
borne by the investor or lender, not by the Corporation.

*2. New York State Corporation*.  Baltia Air Lines. Inc. is a New York
State Corporation.

*3. Date and Form of Incorporation*.  Baltia Air Lines. Inc. was
incorporated by Igor Dmitrowsky (the founder) on August 24. 1989 as a
for-profit business corporation of perpetual duration under Section 402
of the Business Corporation Law of the State of New York.    It is
authorized to issue up to 1.5 billion share of Common Stock at
$0.0001 par value, and up to 2 million shares of Preferred Stock
at $0.01 par value (as amended).    The business purpose is to engage
in air transportation and related services.

*4. Certificate of Incorporation*.  Excepting its authority to change the
Corporation's principal office within the State of New York, the Board
may not amend the Certificate of Incorporation, except with prior
written consent of the Company's founder.  The Certificate of
Incorporation and its amendments shall be in the custody of the
Chairman.

*5. One Class of Common Stock.*  The Corporation shall issue no more than
one class of Common Stock, and this shall be the only class of stock
entitled to vote. Preferred stock shall not be eligible to vote.

6. *Location of Corporate Offices*.  The principal office of the
Corporation (Company Headquarters) shall be in the State of New York,
within such City and County as the Board shall determine. The
Corporation may also have additional offices at such other places within
or outside the State of New York as the Board may determine.

7. *Fiscal Year*.  The Fiscal year of the Corporation shall be the same
as the Calendar Year. The Fiscal year shall begin at 0:0 l AM on January
1st and end at 12:00 PM on December 31st of each year.

**ARTICLE V
Shareholder Authority**

**  *1. Shareholder Action is Supreme*.  Authority in the Corporation
originates from its Shareholders and is expressed through the Bylaws and
by Shareholder Action. Votes at a Shareholder Meeting or a Written
Consent(2) constitute "Shareholder Action" or "Action". Shareholder
Action, as qualified in these Bylaws, shall override any Board Action or
any Action taken by the Officers.

*2. Business Requiring Shareholder Action*.  The following is business
requiring at least Simple Majority Shareholder Action: (i) election of
the Board and dismissal of Directors, (ii) issuance of additional
outstanding common stock, (iii) forward and reverse splits of
outstanding stock, and (iv) issuance of preferred stock.  Except,
actions (ii) and (iv) may also be taken, without Shareholder notice or
action, by the Board of Directors subject to written consent by the
Company's founder as set out in Article VI(ii).  All other Shareholder
transactions require an Absolute Majority of Shareholders

3. *Majority Rule*.  A majority can be either simple or absolute:

a)  *Simple Majority Assuming a Quorum*. A Simple Majority exists
where more than 50% of those present agree upon a proposed Action.

b)  *Absolute Majority*. An   Absolute Majority exists where more than
50% of the total outstanding shares agree upon a proposed Action.

4.   *Vote by Plurality of Shares*.  Every Shareholder shall be entitled to
one vote for every share of Common Stock registered in his name on the
Record Date(3). Every Shareholder shall be entitled to vote his shares on
every issue voted at a Regular or Special Shareholders Meeting
("Shareholders Meeting" or "Meeting"). The Bylaws prohibit cumulative
voting.

5. *Qualification of Voters*.  Only persons who are listed as holders of
shares on the Record Date are qualified to vote in person or by proxy.
The Transfer Agent shall provide to the Secretary the list of
Shareholders as of 2:00 PM Eastern Standard Time on each of the
following Record Dates:

a) For the purpose of determining the Shareholders entitled to vote
at an Annual Meeting, the Record Date shall be July 24th.

b) For the purpose of determining the Shareholders entitled to vote at
a Special Meeting the Record Date shall be set twenty days prior to the
date of the Meeting.

c) The Record Date for determining the Shareholders entitled to
sign a Written Consent shall be the date same as the date of the
Written Consent.

d) If the Board declares a dividend, the Record Date for the
purpose of determining Shareholders entitled to receive a dividend
payment shall be the last date of a calendar quarter for which the
dividend is declared.

*6. Regular Annual Meetings*.  The Corporation shall hold an Annual
Shareholders Meeting on the 24th day of August (date of
Incorporation), or if the 24th of August falls on a legal holiday
or a weekend, then the Annual Meeting shall be scheduled on the
next business day. The primary purpose of the Annual Meeting is to
elect a Board. Other items requiring Shareholder Action may be
transacted if corresponding Resolutions are proposed by the Board.
An Absolute Majority may transact any business. Because these are
regular Meetings, no quorum requirement is set for the Annual
Meetings.

7. *Special Meetings*.  A Special Meeting may be called when
transactions requiring Shareholder Action must be handled prior to
the next Annual Meeting with 20 days written notice, except an
Absolute Majority may call a Special Meeting without notice.
Special Shareholder Meetings can be called by the Chairman, by two
or more Directors of the Board, or by an Absolute Majority. A
quorum of 20% of the outstanding shares is required for the
transaction of business. If a quorum is not registered prior to
9:00 AM on the Meeting date, the Meeting shall be canceled. If a
quorum is once registered it is not broken by subsequent
withdrawal of any Shareholders.

*8. Notice of Meetings.*  Except when a Special Meeting is called by
the Absolute Majority, each Shareholder entitled to vote shall be
given a written Notice of a Meeting. The Notice shall be titled
either "Notice of the Annual Shareholder Meeting" or Notice of a
Special Shareholder Meeting" and shall state the address, date and
hour at which the registration and meeting will commence. If it is
a Special meeting the Notice shall state the purpose for which the
Meeting is called, including any proposed resolution and the
persons calling the Meeting. (Annual Meetings need not state the
purpose.) The Notice shall have a date of issue which shall be the
same as the Record Date. Notice is given when deposited in the
United States mail with first class postage pre-paid, and
addressed to the Shareholder at his/her address as it appears on
the Corporation's record of Shareholders. The Transfer Agent shall
process the mailing of the Notices.

*9. Waiver of Notice*.  Notice of a Meeting need not be given to any
Shareholder who signs a Waiver of Notice, whether before or after
the Meeting. The attendance of any Shareholder at a Meeting, in
person or by proxy, shall also constitute a Waiver of Notice.

*10. Shareholder Proxies.*  Every Shareholder entitled to vote at a
Shareholder Meeting may authorize another person to act for
him/her by proxy. In order to transfer voting authority to another
person, the Shareholder must execute a proxy document in the name
of that person and the proxy document must be submitted to the
Secretary during registration for the Meeting. A proxy
authorization shall be for one specific Meeting only and shall not
be made more than fifty days in advance of the Meeting. Until it
is voted, the proxy can be withdrawn at the pleasure of the
Shareholder. However, no proxy can be withdrawn after it has been
voted.

*11. Time and Place of Meetings.*  Registration shall commence at
8:00 AM, and Meetings shall open at 9:00 AM. Meetings shall be
held at such place within the State of New York as the Board shall
determine.

*12. Admittance to Meetings*.  Only the following persons shall be
admitted to Shareholder Meetings: (i) Shareholders (or their
Proxies) entitled to vote, (ii) Secretary, (iii) Chairman, (iv)
members of the Board, (v) General Counsel, (vi) Transfer Agent,
and (vii) persons invited by the Board. No other persons shall be
admitted to Shareholder Meetings. Except for the representative(s)
of the Absolute Majority, a person admitted to a Meeting who
disturbs the orderly process shall be warned by the Secretary, and
if the Member continues the disturbance, he or she shall be
removed from the Meeting.

*13. Procedure for Transacting Business at Meetings.*  The Secretary
shall preside over Shareholder Meetings. The Transfer Agent shall
assist the Secretary in the determination of voter eligibility,
the tallying of Shareholders and shares present, and in the
determination of a Quorum (Quorum is required for Special Meetings
only). No debate shall be conducted at Shareholder Meetings.

*a) Attendee*  *Registration.*    Prior to registration, the Secretary
shall have received from the Transfer Agent a list of Shareholders
of Record and shall additionally list other persons authorized to
attend a Meeting. At 8:00 AM the Secretary shall commence the
registration at the entrance to the Meeting. During registration
the Secretary shall use the list to: (i) identify each attendee,
(ii) note the time of each registration, (iii) issue a numbered
voting card to each Shareholder corresponding to his/her number on
the list of Shareholders. Each attendee shall be given a copy of
the Chairman's report and proposed resolutions. Before 9:00 AM the
Secretary shall tally the number of shares represented, and adjust
for late arrivals.

*b) Opening of the Meeting*.  The Secretary shall declare
Shareholder Meetings open at 9:00 AM. (If a Quorum is not
registered by 9:00 AM for a Special Meeting, the Secretary shall
declare such a Meeting canceled.) Shareholders who arrive after
9:00 AM will be admitted after registering, during the Chairman's
Report, but there will be no admission during voting.

**  *c) Chairman's Report.*  Following the opening of the Meeting, the
Chairman shall read his report (Annual or Special). Only the
Chairman and his delegates may report to the Shareholders during
the Meeting. In order for the Shareholders to have an overview of
the subject matter, the Chairman shall have prepared his report
prior to the Meeting in a comprehensive manner, written in clear
straight-forward language, on no more than 5 pages single spaced
in Times New Roman font size 11. The Chairman's presentation shall
be limited to 30 minutes (which includes presentation by any other
persons assisting the Chairman).

*d) Voting*. Following the Chairman's report, the Secretary shall
start the voting. Only the Resolutions enumerated on the List of
Resolutions for Shareholder Action can be brought to vote, and
shall be brought in listed order. Excepting the Board election,
the voting for all other Resolutions shall be of the "yes" or "no"
type. The Secretary shall tabulate the "yes", "no" and "abstain"
votes on each such Resolution. If the Resolution is defeated, it
may not be re-submitted for vote until the next Annual Meeting.
Because Board election may involve competing proposals, each
Shareholder shall be able to vote for the one and only Board
nomination of his or her choice. The Secretary shall tabulate the
votes for each of the Board nominations and abstentions. The Board
nomination with the most votes wins. The Shareholders shall use
their numbered voting cards to vote in response to the Secretary's
question for a vote. After each Resolution is voted on, the
Secretary shall cross-reference the votes with the number of
shares registered to check for errors. Any mistakes shall be
clarified before proceeding to the next Resolution or the
Adjournment.

e)*Adjournment*.  After the last Resolution is voted on, the
Secretary shall adjourn the Meeting.

*14. List of Resolutions for Shareholder Action.*  Prior to a
Meeting the Secretary shall have prepared a List of Resolutions
for Shareholder Action in accordance with items (i) through (iv)
of ARTICLE V(2) Business Requiring Shareholder Action. All
proposed Resolutions must be delivered to the Secretary no later
than five days prior to the Meeting date, except Board nominations
may be delivered no later than 24 hours prior to the Meeting. No
other Resolutions shall be listed, unless Action is undertaken by
the Absolute Majority.

a) Election of the Board is the main Shareholder Action at each
Annual Meeting, and unless there is other Business Requiring
Shareholder Action, Boards nominated for election shall comprise
the only Resolution listed. To elect the Board, Shareholders shall
not vote for individual Directors. Each Shareholder will vote for
one of the the several competing complete Boards listed on the
Resolution. There may be one or several competing Boards
nominated, each of whom shall have been nominated by the holders
of not less than 10% of the outstanding shares entitled to vote.
If there are more than one Board nominated, all will be listed on
a single Resolution, each identified on the Resolution as
nomination a), b), c) or d), etc. Each Board nomination shall
consist of four Director candidates, one of whom shall be
designated as Chairman & President and another as Secretary. Each
Director candidate of a proposed Board must meet the criteria for
Director Qualification, or the entire Board nomination is invalid.
Board nominations must be submitted to the Secretary not less than
24 hours before the commencement of the Meeting. The Board shall
be elected at each Annual Meeting for one year, until the next
Annual Meeting. Individual Directors or the entire Board can be
removed and replacement(s) elected by an Absolute Majority at a
Special Meeting or by Written Consent.

b) Excepting Board nominations which can only be made by the
Shareholders, and Actions by the Absolute Majority, all Business
Requiring Shareholder Action must be presented to the Shareholders
in Resolutions proposed by the Board. At a Special Meeting, the
Resolutions listed must be further limited to include only the
issue(s) stated in the Notice, i.e. for which the meeting was
called.

*15. Qualification of Directors*.  No person can qualify as
Director who is or has been: (i) a professional in the airline
industry (pilot, mechanic, etc.), (ii) an executive or manager in
the airline industry, (iii) a politician, (iv) a celebrity, (v) a
recognized person whose function is solely to enhance the roster,
(vi) or a financial professional. Each Director shall be at least
25 years of age, except that the two Directors who serve as the
Chairman and the Secretary shall be at least 30 years of age.

*16. Shareholders Consolidate Executive and Operating Leadership.*
Authority must not be dispersed. The Corporation shall have one
clear and effective leader designated by Shareholder Action during
the Board election. The Shareholders charge the Chairman of the
Board to serve as President under the title "Chairman &
President", thus concentrating in one person the executive and
operating leadership. The Chairman may not delegate the functions
of President to another individual, except the founder may remain
Chairman and delegate the functions of President to another person
subject to his or her having received prior approval from the
Board.

*17. Written Consent of Shareholders*.  Any Shareholder Action that
can be taken by vote may be taken without a Meeting on Written
Consent when signed by the Absolute Majority. Such Shareholder
Action can be taken at any time. No Notice is required on Written
Consent.

*18. Correct Shareholder Addresses.*  The Transfer Agent shall be
charged with maintaining a current list of Shareholder addresses
and will attempt to locate Shareholders whose addresses are no
longer valid. However, the burden and responsibility for providing
correct mailing address and for updating any subsequent address
changes shall be the responsibility of each Shareholder. Address
changes must be directed to the Secretary or the Transfer Agent.
The Corporation is not responsible for any lost Notices or
dividend payments resulting from a Shareholder's failure to
provide correct mailing address. If a correct address for a
Shareholder is not available, dividend payments may be directed to
the custody of the New York State.

**ARTICLE VI
Authority Delegated to the Board**

*1. The Purpose of the Board*.  The Shareholders have the ultimate say
in how their business is run. In order to avoid the cumbersome and
ineffective governing by parliamentary procedure or committee and to
assure that the Company has an effective governing body, the
Shareholders elect a Board consisting of four qualified Directors,
one of whom is designated as Chairman & President and another as
Secretary.

The Directors of the Board are Shareholder appointed trustees.
Except for the business requiring direct Shareholder authorization,
the Board is empowered to make such arrangements as are necessary to
run the business for the benefit of the Shareholders in conformity
with the Bylaws and Shareholder Actions.

*2. Small Board*.  The Corporation shall have a small Board consisting
of four Directors --There are three basic reasons for having a small
Board: (i) a group larger than four to five people requires some form
of parliamentary procedure to transact business, thus, defeating the
very purpose for which the Shareholders have elected the Board, (ii)
the reliability and integrity of a Board is not enhanced by an
increased number of Directors because dispersing authority among many
reduces the burden of responsibility of each member, and (iii) eagles
don't fly in flocks. Shareholders entrust their business to the hands
of four   qualified individuals.

*3. The Role of the Board in the Corporation.*  The Board does not
actually run the business on a day-to-day basis. It oversees that the
Corporation follows the Bylaws and sets the direction and norms by
which the business must be conducted. Except for those Directors who
are appointed by the Board to serve in management, Directors shall
not hold any management position in the Corporation. Formal Board
Actions are reserved for significant Corporate decisions. Once the
Corporate direction is established and the standards for conducting
the business are set, the Directors' role shall be that of
Shareholder watchdogs, to insure that the Board has an ongoing
first-hand exposure with the Company's business the way it is
experienced by the customer. The Directors (as well as executive
officers) are charged to participate in the Company's quality
monitoring and enforcement programs.

*4. The Chairman 's Functions.*  The Chairman is the Corporation's
Chief Executive Officer(CEO). The Chairman or person(s) designated by
the Chairman, if any, shall be the sole spokespersons for the
Corporation. The Chairman shall preside over Board Meetings. The
Chairman shall keep in safe custody the Corporate Seal and affix the
seal to such instruments as the Board may authorize. With respect to
the Corporation's publicly traded securities the Chairman shall
delegate to the Stock Transfer Agent the processing function of the
Corporation's certificates . The Chairman is charged to keep key
documents and corporate records in a proper and safe manner, but may
delegate this function, in full or in part, to the Secretary.

*5. The Secretary's Function.*  The Secretary is entrusted by
Shareholders to perform certain Corporate duties. Except were
directed otherwise by the Absolute Majority, the Secretary shall
preside over Shareholder Meetings and give notice of such Meetings.

The Secretary shall maintain Shareholder records and act as liaison
with the Transfer Agent for this purpose. The Secretary shall attend
all Board Meetings and record Board Action. The Secretary shall
perform such other Corporate duties as may be required of the
Corporate Secretary.

*7. Regular Annual Meetings.*  Following each Annual Shareholder
Meeting, the newly elected Board shall hold a Meeting. At the Annual
Board Meeting the Directors shall implement Shareholder Actions and
review the resolutions of the previous Board.

*8. Special Meetings.*  A Special Meeting of the Board may be called
by the Chairman. Special Board Meetings may be called to act on
issues of significant importance requiring Board approval. Board
Meetings should not be called for business that belong in the
Executive Office.

*9. Time and Place of Meetings.*  The Board may hold its meetings at
any time at the office of the Corporation or at such other place as
the Chairman may designate. If unable to participate by personal
presence, Directors may participate in a Meeting over the phone.

*10. No Formal Notice of Meetings.*  When calling a Board Meeting, the
Chairman shall notify Directors in person or over the phone. Board
Meetings shall be held without formal advance notice. Four or five
people should not have difficulty coming together to discuss
business. If anyone expects a formal invitation, then they are the
wrong people for this Corporation's Board.

*11. Board Action.*  The vote of a majority of the Directors present
at the time of vote, provided a quorum of three Directors is present,
constitutes Board Action.  Each Director gets one vote. The Chairman
and Secretary must be present at the meeting for the Board Action to
be taken. If there is a tie, the Director who is also Chairman shall
cast an additional tie-breaking vote. Any Board Action is subject to
override by Shareholder Action, except with prior written consent of
the Company's founder, the Board is authorized (i) to issue
securities (common stock, preferred stock, warrants, options,
conversion), and (ii) to amend the Corporate Bylaws.

12. *Procedure for Transacting Business at Meetings.*  The Chairman
shall preside over all Board Meetings. The Secretary shall record the
Board Action in the minutes. In order to transact business
efficiently, parliamentary procedure is not followed in Board
Meetings. Instead, Directors shall speak with one another like normal
people. After a report by the Chairman on the issue at hand, followed
by informal discussion among the Directors, the issue shall be
resolved by vote, the Secretary shall record the decision and the
Chairman shall adjourn the Meeting.

Use of recording devices is prohibited at Board Meetings. Only the
Directors, the General Counsel and representative(s) of the Absolute
Majority may attend Board Meetings. Board discussions shall be kept
confidential.

*13. Written Consent*.  Any action that may be taken at a Board
Meeting by vote may be taken on Written Consent. Board Action may be
taken on Written Consent when signed by a majority of the Directors,
provided the Chairman is one of the signatories.

*14. Informal Consultation Among Directors*.  The Chairman may conduct
informal consultation with Directors on any business of significance,
not requiring an official Board Action in order to obtain informal
consent from the Directors.

*15. No Committees of the Board*.  Excepting an Audit Committee, the
small Board of this Corporation shall form no Board Committees. Any
issue which might otherwise have been brought to a committee must be
serious enough to be considered by the Board.

*16. Director's Compensation*.  The Directors are Shareholder-appointed trustees to oversee the Shareholders' business. The
Shareholders do not expect the Directors to do their job for free or
for some obscure other reason. The Shareholders have concluded that
when the Company commences revenue operation, each Director shall be
paid for his/her service an annual sum of $40,000 (payable in equal
quarterly amounts) plus 1/10th of one percent of the amount declared
in dividends to the Shareholders (payable simultaneously with
dividend disbursement on Common Stock only). Additionally, the
Chairman may authorize expenses for actual attendance at each
Meeting.

*17. Chairman's Compensation*.  In addition to receiving his/her
quarterly compensation as Director, the Chairman shall receive annual
compensation calculated as one percent of the amount remaining when
the Company's outstanding debt is subtracted from the net operating
profit, as of the end of the Fiscal Year.

*18. Secretary's Compensation.*  In addition to receiving his/her
quarterly compensation as Director, the Corporate Secretary shall be
paid for his/her services a sum of $40,000 (payable in equal
quarterly amounts).

*19. Director Resignation*.  A Director may resign at any time for any
reason by giving a written notice to the Chairman. The resignation
shall take effect upon receipt of the notice by the Chairman and the
acceptance of the resignation shall not be necessary to make it
effective. If the Chairman is resigning, notice shall be given to the
Secretary.

*20. Director Removal*.  Any and all of the Directors may be removed
on a moment's notice for any reason, or no reason, by an Absolute
Majority.

*21. Filling Directorship Vacancies*.  The Board may select a Director
to fill an existing vacancy, but there is no requirement to fill
Directorship vacancies between Annual Shareholder Meetings unless
otherwise requested by the Absolute Majority. A Director selected to
fill a vacancy shall hold office for the unexpired term of his/her
predecessor or until his/her removal, whichever occurs first.

*22. Indemnification*.  Except for willful negligence or intentional
criminal conduct, the Corporation shall indemnify its Directors,
Chairman & President, Secretary, Officers and Counsel against
personal liability, including Shareholder and/or regulatory actions.

*23. Liability Insurance*.  Subject to the availability of funds to pay
for the insurance premium, the Corporation shall carry D&O liability
coverage for its Directors, Chairman & President, Secretary and
Officers. Such coverage shall extend for three years following the end
of their service. The D&O insurance does not cover willful negligence or
intentional criminal conduct.

I, Walter Kaplinsky, Secretary, affirm that the above Bylaws were
ratified as amended by Board Action with prior written approval of the
Company's founder on May 18, 2011.



________________________________________ 

 	Walter Kaplinsky, Secretary 

	Baltia Air Lines, Inc.

May 18, 2011

1.  Article V(3)(b)): Action by more than 50% of outstanding
shares constitutes Absolute Majority Shareholders Action.

2. Article V(17) defines Written Consent which requires no
Shareholders meeting.

3. See Article V(5)(a)(b)(c )and (d).